You're not alone
by JellyyBeanz
Summary: Spider-man/Peter is struggling after the events of the Lizard attack. He has to stay away from Gwen and maintain his promise and suddenly Nick Fury decides to visit him, explaining him about the Avengers and S.H.I.E.L.D. A new threat has arisen. How will he protect Gwen and save New York and will the Avengers help? Takes place after TASM.
1. Chapter 1

**A/N: Hello, this is my first fanfic and it's about Spiderman. I am obsessed with Spiderman and Avengers right now so I decided to make a fanfic about it. I hope you enjoy it and read and review! :)**

**Now the big details.**

**This story takes place 4 months after the events of TASM and Avengers and the events of Iron Man 3 will not occur but Tony will suffer from his condition after the incident.**

**Warning: Smoking kills. Stay safe.**

* * *

**GWEN POV**

**_Sooner or later that spark just disappears  
Outta nowhere, outta nowhere-  
Every time one of us ending up in tears  
Outta nowhere, outta nowhere_**

Is it good that we hurt every day?  
It this worth all the pain that we feel inside?  
Am I too blind to see this is happening to me  
Outta nowhere, outta nowhere

I heard rain pelting the window as I glanced towards it. I let out a shaky breath as I pushed back the thick locks of my blond hair against my ear as I turned away and concentrated on reading my book instead. It's been four months. Four months since the incident with the lizard and my father's death. Four months since I lost Peter.

It's easier now to think about my father without crying. We had been coping well after the incident. It was easier now but now and then I still had nightmares, still saw my brothers cry but our mom had been the strongest. She stayed strong even though she lost her husband. I thanked her for that but I was broken.

Me and Peter had absolutely no contact for the last couple of months. I constantly watched the news so I knew what Spider-man had been up to recently as well as to know that he hadn't been hurt while he was out there protecting people but I also couldn't help the need to constantly look up into the sky because I knew he was probably up there somewhere looking over the people of New York protecting them and maybe even me. I missed him so much. It was worse when he would show up to school with some new bruise or cut that was visible to everyone. Rumors had started in school that he was probably hanging out with the bad gangs, drinking and smoking but I knew the truth. I chuckled when I heard it. I was the one who was smoking not him. People should thank him not spread rumors about him.

After all I couldn't help since he wasn't banging his head against my window anymore to ask for some help and I couldn't walk up to him in the middle of the hallway to ask him what happened to his face because it's not that I'm not his girlfriend but I don't have the courage to see his face without breaking down and begging him to take me back. I had to remind myself that he wasn't mine anymore.

Instead I tried to concentrate on other things like my grades and my family and I had tried to keep my addiction a secret.

I wonder what people would think if they found out. _Miss Perfect isn't as perfect as we thought. _And it was true. I had problems. I was lonely. I was stressed.

Images flashed through my mind. They moment when I thought I couldn't do this as the lizard looked straight in my eyes. Peter long, strong fingers brushing against my cheek as he wiped my tears.

_'I can't-I can't do this.'_

_'I can't see you anymore. I can't.'_

**_Sooner or later that spark just disappears  
Outta nowhere, outta nowhere_**

I clutched the book tightly as I gulped and closed my eyes shut. _Stop, Gwen. Stop thinking about him. Stop! STOP . _

I let out a shaky breath as I struggled to get out of the bed. I gripped the foot of the bed for support as I took shaky breaths as I struggled to calm down. _The lizard reached forward slowly as he looked into my eyes. I let out a scream._ My vision was blurry as tears rolled down my cheeks. I slid down and my back was against the bed. I pulled my knees and wrapped my arms around them as I let out a silent sob. This has been a lot to me. I should go see the therapist. It used to be headaches and visions before which I took lightly but now it increased. I've started hyperventilating. It worsened but it never occurred in school probably because I always kept my mind busy with things like homework. I raised my hand against my heart to check my rate. It was fast. I took a deep breath and I let a few tears escape and I leaned my head against the bed.

_'I got you'_

**_Is it good that we hurt every day?  
It this worth all the pain that we feel inside?_**

Did he? I remember Peter's words. I could still feel his warm breath against my cheeks as his long fingers cupped my cheek and I leaned into them. They were lies. All lies. I needed him and he left me with those hard words. My father had no right to make my decisions. He had no right to do this me. I was angry with him but I was more angrier at Peter for agreeing to him. I wished he never did.

I dug my fingers in my palm as I remembered the fierce look my father gave me before taking the antidote from me. I didn't say I love you or please be alright to him before I saw him the last time.

_'Please make sure he's alright' _

Those were my last words to my father. Not a I love you or be careful. I feel so selfish and guilty. It's my fault. I should have been the one who died. _Not him. NOT HIM_. I let out another sob. I wanted to scream. I should have died not him. Why him?

Peter never glanced at my way anymore. We stayed away from each other. I understood his decisions but it was hard. It was hard to walk up to his locker beside him and plant a soft kiss on his soft lips before gazing into his dark milk chocolate orbs of his. I closed my eyes as I felt his long strong fingers intertwine with mine as he shot me his goofy grin before we walked off to class.

It was hard. The first few days, I always had glanced back at him when he was at his locker but he never glanced back. I waited for him, then I got the realization he will really keep this promise and then I got angry and since then I stayed away from him. I treated him as he asked me to. I treated like everyone treated him like in school. An outsider. A nobody. But in my heart, he was everything, I just never admitted to him. Maybe if I did, he wouldn't have left me.

I looked up as I roughly wiped the tears off my cheeks and I saw a glimpse of red and blue pass by. Realization dawned on me and slightly gasped. Was Peter here? For the first time in four months I kept the blinds up today because I knew that Peter would never swing by here. He never swung by here in four months then why tonight not that I know if he did.

Oh god, I had to get out now. I inhaled deeply as I got a grip on myself. I knew it was dangerous to go out at this time but I had to get some fresh air. I glanced at the numbers lighting up in the dark.

2.00 A.M

_Crap. _

I shook my head and stood up slowly as I balanced myself and when I was sure that I had calmed down I walked towards my dresser grabbed a hairband and tied my hair back before placing the book in the nightstand.

I should really go to a therapist. Having these sudden attacks is not good. I thought as I grabbed my coat. I decided to go out to a nearby park in my pajamas.

I gazed at the drawer and argued with myself if I should take it or not. I sighed and walked towards it and opened it and grabbed the packet of cigarettes with me.

It hadn't been long since I had smoking and I knew it was bad. I knew it would only harm me in the end but I needed it. It was relaxing and it would keep me some time to get away from the world. I put the packet in my coat pocket and I inhaled before looking back in the mirror before stepping out of the room and closing the door quietly behind me. Everyone was asleep at this time and I sighed in relief as I tiptoed across the halls and into the dark living room in my flats.

I slowly opened the door and stepped out from the apartment before closing it and locking it. I inhaled deeply before walking towards the elevator.

I wrapped my arms around myself as I stepped in the cold night. The streets were quiet and dark and I frowned. New York was a bustling city. It was never quiet. I felt the cold wine bite my cheeks and I shuddered in response.

_Get back in the house Gwen, what are you doing? Your seventeen years old_! A voice in the back of my head screamed but I ignored it. I walked quietly on the street all alone. The park seemed to be far as I walked.

I inhaled deeply as I stood in front of an alley. I bit back a groan. What am I getting myself into? I thought and decided to turn around but I was determined. I needed to get away for a while. I needed to think. I needed a break from all this. I clenched my fist and I pushed my legs forward as I walked quickly hoping to get to the park soon.

I took a turn and after some time I felt a presence behind me and as I concentrated I could hear light footsteps and I pulled the coat closer to me and I walked faster. It was nothing to worry. My dad made me take lessons in karate. I could beat this guy if I wanted to. I hoped he walked off and left me alone.

I concentrated on my breathing as I walked and suddenly a tall guy stepped in front of me and I planted my foot on the ground as I almost bumped into his hard chest. I looked up at the guy and he a wicked smirk on his face and he looked like he just won a prize. My stomach churned at the thought and I turned away and stepped to his other side but he blocked me. I inhaled deeply before stepping on the other side and he blocked it too. I looked up with a deathly glare.

"Where ya goin precious?" I heard the man's deep voice. _I knew this was a bad idea_. I thought as I glared at the man. He was white and he had shoulder-length blond hair and he was big. Like all tall and muscle and he had a grin on his face.

"Get out of my way" I spoke through gritted teeth as I tried to get away. I felt a gun press against the back of my skull and I winced as he pressed it hard.

"Gimme all your money lady" He hissed as he stepped closer to me. The guy in front of me shot me a cocky grin as he stepped closer to me.

I pushed myself backwards and he stepped forward and I almost started shaking. I kept stumbling backwards until I felt my back press against the man behind me. I gasped and stepped away from him and his gun trailed to the side of my head as I face both of them in front of me.

My eyes were wide with fear and I clutched the coat tighter to me. I kept on stumbling backwards hoping to find something to distract them with and run but it failed. I kept on stumbling until I felt myself pressed against the cold wall. I shut my eyes and gritted my teeth. I'm so dead.

"I got no money with me so let me go" I said in a fierce tone and the men chuckled as they shrugged.

"That's alright, but you're not running away from us so fast" He shot me a smirk as he winked at me. I shut my eyes shut and I almost let out a shriek for help until I heard the men shout.

I opened my eyes in surprise and gasped for breath as I looked at the man in a red and blue suit stand in front of me.

Peter.

I sighed in relief.

"You think it's nice to steal from girls?" I heard Peter's menacing voice as he slowly stalked forward in front of the two men.

"Huh? Think it's nice to kill old men?" He asked in a low voice as he pushed the blond hair guy towards the wall. He shot out webs at him and pinned him to the wall.

"Huh? Answer me!" Spiderman yelled and I frowned as I looked at peter. This wasn't him. He never acted like this before. But I have never seen his other side. He walked forward and pulled back his left sleeve of his jacket. He looked at it and his head snapped up as he glared at the man.

"This could have gone a lot worse" He muttered before turning around to glare at the black haired man.

The other black haired man stumbled backwards and pointed the gun at him

"Stay back spidey, I got a gun!" The man with the gun yelled as he aimed it in front of him. Spiderman shot out a web at the gun and grabbed it from his grasp and threw it in the other direction.

"I hate guns man! Hate those little things" He murmured as he shot webs at the two men in front of him and pinned them to the wall.

"Hey! Get this stuff off me man! What is this shit?" The man screamed and Spiderman shot another web at his mouth to shut him up.

"Next time don't even think about touching any girl" He threatened in a low voice as he punched the guy in the jaw making him fall unconscious. The other guy's eyes widened before peter punched him again in jaw making him also fall unconscious.

"And don't even think about touching my girl" He muttered just before turning around and looking at me.

I clenched my teeth as Spider-man stood in front of me in the cold night. It wasn't a dream. He was real. He slowly walked towards and I gulped as I felt the warmth radiating from his body. He was so close to me that we were almost touching. Suddenly he pulled me against him wordlessly and wrapped his warm arms around me tightly and just hugged me. I was frozen at what just happened but I slowly wrapped my arms around his neck as he nuzzled his head in my hair.

I closed my eyes as the tears threatened to fall. We hadn't been so close for four months. I smiled as we stayed like that for who knows how long and suddenly everything came back.

_What am I doing? Hugging Spider-man? _I opened my eyes as he pulled away and glared at me.

"What are you doing her at this time?!" Peter asked in a loud voice as he glared at me. I stared at him in confusion before I realized. Nothing had changed. I became angry instantly and I glared back at him.

"Why are you here?! I thought you had to stay away from me?" I growled at him as I gritted my teeth.

Peter shot me a look. "How could I just swing by when my girl was almost going to get mugged by some thugs!" He took deep breaths to calm down.

I raised my eyebrows as his words set in. "Your girl? I think you have no right to call me that after you told me you can't be with me anymore" I hissed in a low voice.

Peter blinked and he looked away. "I-I-I'm sorry, uh I-I shouldn't have-" He started but I quickly cut him off. "Just drop it" I whispered as I blinked back the tears.

This is the first time he's talked to me since the incident. I wanted to rip of that mask and look into Peter's deep chocolate eyes gazed at mine and my fingers ached to reach out to stroke his cheek but I clutched my coat tighter to me. We just stood there silently for a long time.

"Why did you do this to us? Why did you leave me when I needed you the most?" I whispered sadly, breaking the cold silence around us. Peter's head snapped up and he gazed at me thorough his white lenses which covered his eyes.

"I had to honor's a dead man's dying wish" He replied back softly as he looked up at the sky. I saw his eyebrows furrowed in confusion and he looked back down at his feet.

I let out a bitter laugh. "But don't I get a choice to say what I want in my life?" I asked in a stern voice as I looked at him. His face was expressionless. I knew he was trying hard to keep that face.

"Gwen I-" He looked away before continuing. "I just want to protect you Gwen and I have to stay away from you in order to do that." I heard his soft but stern voice.

My head snapped up. "You don't get it do you? Even if you stay away from me it doesn't matter! You saw what happened today Spider-man" I mumbled in a soft voice and the tears blurred my vision as I looked at his white lenses which covered his eyes but I knew he was looking at me through the lenses.

Spiderman took small steps towards and his hand reached out and touched mine. I felt the electricity flow through my body and I flinched away from his touch. The electricity in the air cracked like a whip.

"You don't understand! I miss you! I miss you….I ache for you. I never gave you or my father the right to make decisions for my life. I'm the one who gets hurt here! It's my responsibility. I miss you…I need you back. You don't understand how much I want to just walk up to you slap you on the face…" my voice became smaller and smaller until you couldn't hear me. I looked up at Spiderman with tearful eyes.

"I have to protect you Gwen. You mean everything to me. I can't lose you" He whispered as he leaned down and pressed his forehead against mine and his fingers cupped my cheek. I closed my eyes as I enjoyed the feel of his warmth before opening my eyes stumbling backwards away from his touch.

I bit my bottom lip as I took a shaky breath as I looked down at my hands and my short bitten nails. Could I do this? Can I stay away from the person I needed the most?

I closed my eyes as the small drops of tears fell my eyes and quickly dripped to the ground.

_'I've got you'_

_'Yeah, but those are the best kind'_

**_Is it good that we hurt every day?  
It this worth all the pain that we feel inside?_**

"What about the words you said? You said that the promises you can't keep are the best kind. That was a lie." I spoke in a low voice because if I spoke in a loud tone my voice would have come out broken. I released my hands and kept them at my sides.

I could feel the tension in the air and I suddenly knew his answer. No. It was still a no. I nodded as I understood and unclenched my fists.

I slowly opened my eyes and stumbled towards Peter. I couldn't do this anymore. I have to get away from him. All this. He wanted me to stay away so I will.

"Well consider that you already lost me Spiderman. You're pushing me from your life and if that's what you want, I'll respect it. Just remember that I loved you and I still love you." I mumbled as I stood up on my tiptoes and kissed Peter's masked cheek as the tears now freely fell down like a river.

"Hope you have a good life" I whispered as I looked at Peter once more who was frozen in his place before I turned around and ran away from the scene without looking back.

_So much for getting air._ I thought as I wiped my cheeks and my fingers dug in my coat pocket and I took out the packet of cigarettes.

**_Sooner or later that spark just disappears  
Outta nowhere, outta nowhere  
Every time one of us ending up in tears  
Outta nowhere, outta nowhere_**

Is it good that we hurt every day?  
It this worth all the pain that we feel inside?  
Am I too blind to see this is happening to me  
Outta nowhere, outta nowhere

* * *

**NOBODY'S POV**

"Fury, we got Spiderman" Natasha spoke as she and Clint looked down at Spiderman who shook his head and punched a wall beside him before shooting a web and swinging away and Clint placed the recorder in his pocket.

"Good" Was all he responded.


	2. Chapter 2

A/N: Thank you so much for reading. Here is Chapter 2! :)

Please R&R

* * *

**Avengers Tower/Stark Tower**

**NOBODY's POV**

"Spider-man" Banner mused as he watched the video on the screens. The video showed the masked figure swinging through the city using spider webs from some form of web-shooters. "Interesting..but how did SHIELD manage to get a footage of Spider-man?"

"Doctor, you know we have our ways" Natasha smirked and Bruce let out a low chuckle and shrugged.

"Spandex? I thought he was a masked vigilante..Why does Fury want him in the Avengers?" Tony spoke up as he sat down in a nearby chair and propped his feet up on the glass table as his eyes watched the figure with fascination and his eyes were fixed on the webs shooting out from the device on his wrists.

"He thinks he possesses abilities which can help in saving the world. After all if you haven't heard doctor, Spider-man defeated the Lizard when single handedly when we were absent." Natasha replied as she zoomed in a picture of Spiderman

"He possesses arachnid abilities" Clint Barton spoke up as he looked at the picture of Spider-man in front of him.

It had been six months since the incident since the Chitauri attack. They had separated ways since then. Tony and Pepper stayed in New York and rebuilt the Tower and Steve Rogers decided to travel since he was still having difficulty getting used to the 21st century and Bruce had decided to go to Europe and Natasha and Clint decided to stay with S.H.I.E.L.D. Thor has taken Loki and went back to his realm.

Fury had called them back in New York and informed us about the incident with the Lizard. He was very impressed with the skill Spiderman had and was interested in recruiting him in the Avengers. They were unsure if it would be fine to have an Avenger who we have no idea who is besides his public identity. They didn't know who was behind the mask.

"Has Fury talked about his offer to Spider-man?" Steve Rogers asked as crossed his arms against his chest.

Natasha looked over at Clint who shook his head. "No" She replied.

Fury had called all of them for a meeting and given them a few minutes to talk to it together and tell about their thoughts and plans.

"Well Fury was planning to recruit him." Steve replied and Tony pretended to flinch in response as he set down his cube on the glass table.

"Well if we have to meet him, we have to know who's behind the mask and we don't know that. S.H.I.E.L.D has no idea of his whereabouts and where he lives or who he is. Me and Clint were sent on a mission to observe and we recorded his voice and we found out he is in involved with a girl named Gwen." Natasha stated as she looked at Tony.

"Ouch, I feel bad for the guy" Tony muttered as he turned around in his chair and snapped his fingers quickly. "Hey JARVIS you alive buddy?" Tony asked

"Yes sir" The voice of the AI responded in a clear voice. Tony smiled in response.

"Okay get me all records of Spider-man that you have, play that audio record for me please. Romanoff can you please give me a few details of this girl you saw with Spandex" Tony requested as he stared at the screens flashing up in the air in front of him.

We waited as JARVIS played the recording and the sound of Spider-man's voice filled the room.

_"How could I just swing by when my girl was almost going to get mugged by some thugs?_

_"Your girl? I think you have no right to call me that after you told me you can't be with me anymore"_

_"I-I-I'm sorry, uh I-I shouldn't have-"_

"Pause" Tony ordered and raised his eyebrows at Natasha and Clint. "Seriously this sounds like some lover-boy. This is Spandex's voice? JARVIS what age range do you think this voice could be from." Tony asked his computer butler and Natasha rolled her eyes at Tony's reaction. Tony was very fond of Spiderman. He never admitted it but he thought that 'Spandex' was a hero.

"Sir, I think that the voice range depends from the age of sixteen to twenty three and same for the girl" JARVIS responded.

"The girl was a blonde-haired girl named Gwen. " Clint spoke up in a calm voice. "And he said something about honoring a dead man's wish."

"The girl is the daughter of the late Captain Stacy. Her name is Gwen Stacy" Natasha filled in.

Tony rolled his eyes and looked at the multiple screens. "JARVIS bring me up details about Gwen Stacy"

The images on the screens changed and Gwen Stacy's picture was now on-screen with her details.

"That's the girl" Natasha confirmed as she leaned back in her seat.

"She's pretty" Tony said as he zoomed her picture and read all the details.

"17, Studies in Midtown Science, Head Intern in Oscorp, debate team blah blah blah" Tony shrugged and rolled his eyes. "You know this girl is pretty smart if you read her details. She got the brains and the looks" Tony stated.

Tony clapped his hands gathering our attention. "So now what?"

"You're saying is that there is a possibility Spider-man is a student in this school who studies with Gwen Stacy" Bruce asked in an incredulous voice. Natasha slowly nodded in response.

"A kid. He's just a kid. Do you think it's safe to recruit a kid?" Steve asked in a stern voice.

"That is what I would like you hear from you" A voice spoke up our heads turned around to find Fury standing there.

"How did you-?" Tony asked in an incredulous voice but he quickly closed his mouth as a small smirk formed on the director's lips.

"I see great potential in Spider-man. It doesn't matter if he is a kid or an adult. He possesses great abilities has dealt with enemies that we have." Fury pointed out as he walked towards us and crossed his arms across his chest.

Steve nodded as he understood and looked down. "You have all seen the footage and recording. Now it's up to you on how to approach him" Fury said and smiled at us.

"Wait-what? We approach him? Why can't you just approach him the normal way? Y'know send an agent and explain" Tony exclaimed and Clint rolled his eyes and Tony shot him a glare.

"He is just a 'kid' like you said." Fury smirked and Tony shot him a look as he rolled his eyes.

"Well then we do it the 'normal' way. We approach him as friends" Steve stated as he got up.

Fury nodded and gave one last glance at the team before walking off. Tony groaned and threw his cube behind him as he placed his head on the table in frustration. "Why did I agree to do this?" He whined and the team chuckled in response as they got up.

"So when do we approach him?" Bruce asked from his seat.

"I don't know. Clint and Natasha keep a look out for Spider-man. If you find him then tell us until then be prepared." Steve ordered as he walked off.

The only person now was Tony. He didn't want another fight. He wasn't stable enough. He had nightmares and he couldn't handle the stress.

* * *

**GWEN POV**

It had been three says since the incident in the alley. I had come home that night and I let out the emotions, the pain and the anger as I cried silently and I had fallen sleep in the pool of my own tears. I had avoided him at school these past three days but it seems like he followed me.

It felt like I was colorless, everything around me was black and white like my life had no colors. All the colors had vanished when the I lost my father and my love, my hero. It felt like I had no meaning to exist. Everything felt so..pointless.

Today was the same as before. I woke up, dressed, ate and went to school like a normal seventeen year old girl. I hadn't shredded a single tear. I had managed to keep a straight face as I walked in the school hallways. I stood in front of my locker and inhaled deeply. I recently learned that breathing helps calm a person down so I concentrated on that my whole way to school. I opened my locker and grabbed my books as I felt a pair of eyes gazing at me.

Peter.

I closed my eyes tightly as I took deep breaths before closing my locker and walking off to my first class without looking back. Ignoring him had become harder since our last meeting. I sat down in my chair and took my necessary books out and neatly placed them on the table as the teacher walked in the bell rang. Peter arrived just in time and I looked down as he walked past me and sat behind me. I tried my best to concentrate towards the teacher's lecture and take notes but I couldn't ignore the fact that I felt peter's eyes look at me the whole time. I concentrated on taking deep breaths as I took notes and I quickly let out a huff of breath as the bell rang signaling the end of class. I quickly closed my books and placed them in my bag before standing up and walking off ignoring Peter's presence completely.

The whole day passed by like that. The lunch bell rang and I walked outside quickly searching for a good place to sit and read.

I opened my locker to grab my books for my last class and just before I closed my locker a small piece of paper fell on the floor. I frowned in confused and bent down and lightly grabbed the paper and gazed at the messy handwriting scrawled on the paper.

_I really need to talk to you…tonight. Please,_

_Bugboy :)_

I took a deep breath before grabbing the locker for support. I had to face him. I had to talk to him. Oh god why did this had to happen? I was finally trying to get a grip on life.

_Gwen he might come back to you. _

_'I got you'_

_'Yeah but those are the best kind'_

I closed my eyes and took deep breaths. Okay this is not happening. I am not having an anxiety attack in the middle of the hallway. I took deep breaths and shook my head and I started thinking about literature.

The bell rang and my head snapped up and I quickly gripped my books and clutched the piece of paper tightly to me. I quickly walked off to my next class. What I didn't know was that this whole time Peter had been staring at me.

The class had went by quickly for once and I let out a sigh of relief as I walked out of school. Can't wait for the weekend.

I dreaded the night that will come. Peter arriving at my fire escape. I walked forwards quickly trying to get home quickly. I didn't want to face Peter right now. I wanted to stay the way life was right now. All black and white.

I arrived home and quickly bid my greetings and I walked to my room and shut the door behind me. I just wanted to be alone. I dropped my bag on the bed.

Time passed by very slowly. My eyes darted up to the clock every now and then as I anxiously waited for the night. I dropped my pen on the table and closed my books and placed them in my bag. Homework done.

With a sigh I got up from my seat and grabbed my coat and walked out of the room, closing the door behind me as I walked down the hallway.

"Mom, I'm going out for a walk" I said as I put on my coat. My mom appeared from the kitchen and smiled at me. "Alright honey, don't go too far"

I smiled back and nodded and I unlocked the door and got out.

* * *

My eyes glanced up to look at the fire escape. In a few hours Peter will be here.

I shook my head to get rid of these thoughts and I remembered to breathe and I got up and slowly walked to the bed and laid down as I felt my eyes close and darkness overcome.

I was jolted awake and I gaped for air as I calmed down as I heard light knocks on my window. My eyes were wide with fear and my fingers gripped the sheets. I closed my eyes and I took deep breaths and I slowly got up from the bed and looked at the window.

I turned around to see Peter looking rather sheepish in a black long sleeve shirt which was folded up to his elbows and also a pair of black jeans with his usual set of shoes on with his backpack and skateboard strapped to it. Focus Gwen. My eyes travelled to his shirt and I could that His shirt was showing off all the muscles off and I could see every flex of his muscles and his shoulder blades.

Peter crouched down and his hand was touching the window and his eyes with worry as he gazed at me. I groaned inwardly, I don't want Peter know. I know what he might think. He'll call me a freak like the others will.

I got up and unlocked it and pushed the window with all my strength and I dropped my hands to my sides and stood there with an emotionless face as he looked into my eyes with worry. I ignored it and I stepped back to give him space, signaling him to come in. He wordlessly climbed in and placed his bag down. He was in his normal clothes with his backpack with him.

"Hi," Peter said in a rather nervous tone as he rubbed his neck.

"Hi," I said as I clenched my fists.

Neither of us spoke for a few minutes instead we just looked at each other nervously. Peter stuffed his hands into his pockets kicking his sneakers on the ground while I looked at my shoes. I heard clear his throat and my head snapped up to look at him and Peter took a deep breath before speaking. He opened and closed his mouth several times without actually saying anything.

I gulped and faced him as he gazed at me and I could see his eyes linger of my lips for a moment before he suddenly pulled me against him in a hug. I closed my eyes and let the tears fall as I clutched him closer to me. I inhaled his scent and cried silently as I felt his warmth. I felt light kisses on my hair as his hold tightened against my waist.

I couldn't stay away him. I told him that I would leave him alone. I would move on away from him but I can't and I won't. We both needed each other. I saw the sullen look in his eyes when he walked in the school hallways but after that night he looked more battered and bruised. It's like he wanted to get beaten and bruised and my heart broke to see him like that.

"What's wrong Peter?" I whispered in a hoarse voice as I stroked his soft hair.

"Rough day" Peter groaned and I felt the wetness on shoulders through my shirt. Was Peter crying? I pulled away and gently grabbed his chin and made him look at me through his deep chocolate orbs. His eyes were red and puffy. I slowly stroked his wet cheek with my thumb.

"What's wrong?" I asked again in a soft voice. Peter simply pulled closer to him and pressed his warm lips on my forehead. I closed my eyes as I felt his lips and he slowly pulled away and touched his forehead against mine.

We stayed like that for a long time. 'Why are you here Peter?" I asked after about a half minute of uneasy silence. He looked up at me, his mouth set in a sloped line.

Peter's hands cupped my cheeks and he smiled sadly at me. "After that night I thought about your father's promise and-"Peter took a deep breath before continuing. "I can't stay away from you Gwen. It's killing me. "He whispered against my lips.

My eyebrows furrowed in confusion and my head snapped up. "What are you saying Peter?" I asked in a low voice as I looked at him through narrow eyes. My heart was thundering in my chest and tears threatened to fall down.

"When you said that you loved me…something just clicked. I knew that I can't do this anymore. I love you Gwen and I need you" His voice got croakier with each word as his long fingers cupped my cheek.

Peter gulped and took a deep breath before replying. "I have to break it. I need you Gwen, I can't stay away anymore"

I froze and looked up in his eyes. Those gorgeous chocolate orbs of his. I needed to know if what he said is true. His eyes showed me the truth and a small smile formed on my lips. That bastard. I leaned my cheek in his hands and I slowly nodded.

Peter stepped forward and enveloped me in warm hug and I clutched his shirt tightly in my fingers and he kissed my hair.

"Peter Parker don't you dare leave me again!" I murmured as his fingers stroked my hair.

"Yeah," he says softly, lost in my eyes. Brown meets Gray.

I pulled back and smiled at him.

Peter frowned in confusion as he stroked my cheek. "I-I-I just couldn't lose you. When you said that you'll move on away from me, I-I just don't know what happened. I guess I couldn't bear the thought of you being with someone else." Peter mumbled

I raised my eyebrows in surprise. "Really?" I asked as a smirk played on my face. Peter Parker was jealous

I could see Peter's cheek redden as he blushed and he let out a low chuckle. "Y-Yeah" He nodded sheepishly as he rubbed the back of his neck, a smile playing on his lips.

It feels like no time passed. I was falling for him again. _Damn him. Damn him! Bastard!_ My heart was melting as I saw his smile widen. If he smiled one more time I think I would lose balance and fall. I smile briefly before my face creases with the sadness of missing this. Missing how comfortable I felt around him.

Peter's mouth falls open marginally and the corners of his lips twitch up. He jerks his head up and down again. He was gazing at me from under his own eyelashes. And then there's another pause, but it's far from awkward.

I stayed frozen in my spot in his arms as he tilted his head to an angle and leaned forward. His lips were so dangerously close. I could feel his husky warm breath on my lips and his arms tightened around my waist, his fingers grazing the edges of my sweater. My hands stayed frozen on his chest and his hand touched my neck, warmth seeping from it. I looked at him through my eyelashes and I took a deep breath inhaling his scent. A small smile formed on my face as he slowly leaned in to touch his lips with mine.

His lips brushed mine and I took a sharp breath. I had waited for this kiss for four months. Four months to feel his lips on mine. I smiled against his lips as I felt the softness and warmth of his lips against mine. I took a sharp breath before my fingers clutched the material of t-shirt and I gripped the back of his hair as I kissed him back.

The next thing I felt was falling. We fell on the bed and Peter chuckled under his breath as he was on top of me. I blushed and he flashed me a sheepish grin as he pulled back a little. I let out a soft laugh. Peter slowly leaned down on top of me.

"Easy Bugboy" I whispered against his lips and Peter smiled but he kept on leaning towards me and I smiled as his lips touched mine again.

I missed this more than anything and I would never admit it to anyone. I missed his kiss, his touch, and his goofy grin. Having him back made me finally feel was able to breathe again. I wouldn't need to put up any kind of brave face for Peter like I had to do with my brothers and my mother to keep my family from falling completely apart. I could tell Peter everything. He was my rock. A shoulder to cry on. He comforted me. It had been far too long. This felt so right. So right. How much I missed his soft lips moving on mine. Peter's arm pulled me closer against his body and his arms tightened around my waist.

Peter pulled away after a few minutes and we gasped for breath as I played with the ends of his hair at the nape of his neck. Peter grinned at me.

"So what happened?" I asked breathlessly as I stroked his hair. Peter froze and his lips formed a tight line as his eyebrows furrowed.

"The Avengers" Peter murmured against my neck and I frowned in confusion. It had been four months since the 'incident' in New York. Apparently Peter had been out visiting Aunt May's brother. I had seen the incident. The avengers consisted of Tony Stark a.k.a Iron Man, Black Widow, Thor, Hawkeye, Hulk and Captain America. I wondered if Peter would ever be called to join the Avengers but they didn't know who Spider-man was behind the mask. It wasn't possible.

"What about them?" I asked in a murmur.

"They gave me an offer" Peter mumbled as he stroked my cheek with his thumb.

My eyebrows furrowed in confused. "What offer?" I whispered as I stroked his hair.

"To join the Avengers"

* * *

**A/N: Hope you liked the chapter! R&R :) **


	3. Chapter 3

**A/N: Hey everyone! I'm back with Chapter 3.**

**I felt really sad when I saw that no had reviewed Chapter 2 and I hope that you guys will read and review this one. It makes me feel very happy when I read reviews of my story. So please Read and Review. I hope you like this chapter**

**DISCLAIMER: I DO NOT OWN SPIDERMAN OR THE AVENGERS. THEY BELONG TO MARVEL.**

* * *

**GWEN POV**

I stared at Peter dumbfounded as he waited for my response. It took me a moment to register and process everything. Joining the Avengers? Risking his life for the whole world? Joining the Avengers meant facing bigger enemies. Enemies that can go at any lengths at stopping him. To hurt him. To kill him. And I couldn't bear that.

Everyday he would show up at school with new bruises on his face and hands. His eyes wee bloodshot with sleep and he looked beyond tired with dark circles under his eyes. Joining the Avengers would worsen his health in result. He would get scarred for life.

My eyes travelled to his chest and I remembered the large three scars across his chest. The incident with the Lizard left a scar on his life. A scar that is embedded on his chest. A scar that will always remind him of the past. A scar which will haunt him for the rest of his life.

Joining the Avengers would scar him more.

My eyes traveled back up and I found Peter gazing at me with a thoughtful expression.

"I can't see you get hurt Peter.." I murmured as I sat up on the bed forcing Peter to sit up with me.

"I'll be fine Gwen. If you don't want me to join just tell me I won't join at all" Peter murmured in a soft voice as he cupped my cheek and his eyes gazed at me. I looked up in his eyes and saw the love and the sorrow and happiness in his eyes.

Behind the mask Peter was a fragile boy. I could see it now. It was clear. He had lost so much at such a young age and everyday he was treated as an outsider. He's had his heart shattered by making that promise, and he has no idea how to put it back together. He lives day by day, trying to improve the lives of others who always treated him as an outsider and never cared for him but the one thing he couldn't do was save himself. Peter was fragile.

He protected New York and I protected Peter.

I sadly smiled at him and I stroked his cheek softly and Peter leaned down and kissed my hands. "I-I just don't want to lose you Peter but it's your decision, I won't force you to not join" I whispered as I leaned my forehead against his.

"I'm not going anywhere Gwen" Peter stated firmly against my lips and I smiled. We stayed like that for a few minutes as I remembered the feeling if being back in Peter's arms. His fingers stroked my cheeks now and then as we gazed into each other's eyes.

"So you love me?" Peter grinned at me and I sent him a playful glare and he chuckled at he leaned down and kissed my jaw. I blushed and stroked his hair.

"Shut up" I demanded

"Mhmmm" Peter mumbled and I chuckled in response as Peter continued kissing my neck. His lips travelled up from my jaw down to my neck and he trailed up again. His lips were warm against my skin and it burned where his lips touched. Electricity was in the air and crackled like a whip. I felt alive again.

My fingers grabbed a fistiful of his soft hair and I pulled him back and he looked up at me. He had a twinkle in his eyes and the electricity around us crackled again and I furiously pressed my lips against his and kissed him with a passion.

Peter shook his head moving closer so and he pressed his soft warm lips on mine. Our soft kisses had turned into fervent, urgent kisses but they were gentle. I decided to tease him by moving just far enough out of the way keeping him from pressing his lips on mine. Peter's arms tightened around my waist and he shot me a smile and the next thing I felt was his lips on mine. I gasped for air and I fell back on the pillows with Peter directly on top of me.

Our small peace of happiness was interrupted by Peter's phone. Peter groaned against my lips and I quickly pressed another kiss against his lips before pulling away for air.

We both gasped for air as we sat up and Peter frowned as he got up.

"Uh- I have to go." Peter mumbled as he pulled off his clothes, revealing his red and blue trademark suit underneath.

I nodded as I walked over to him and he grabbed his mask but I quickly reached forward and snatched it from him and he gazed up at me with a smile.

He whispered as he pulled me close. "I'll come back"

I smiled at him and I pulled the mask over his face leaving it only above his nose. I leaned in a softly kissed him before pulling back and fixing his mask.

"Hey I didn't kiss you back!" Peter protested under the mask and I chuckled. "I love you!" I whispered.

"Now you tell me" Peter muttered sarcastically and I chuckled. "I love you too!" He murmured and he jumped out and I saw him shoot a web and swing away. I sighed in relief and I fell on the bed.

What just happened? I let out a soft laugh.

* * *

**PETER POV**

Tony Stark.

That's what happened.

"I have to agree Spandex, this is pretty cool" He pointed his fingers at my web shooters. I scoffed in response. Tony Stark likes my stuff? I'm sure he could make this way better than mine at his home.

"Uhh-thanks?" My response came out as a question. Iron Man lifted up his helmet from his face which revealed to be Tony Stark. Well that's no surprise. I thought wryly. He sighed and held the helmet in his hands before looking up at me.

"Well I'll just get straight to the point" Tony began and I nodded.

"We know who you are behind that mask"

I froze.

They know.

"And who exactly am I ?" I asked in an uneasy voice as I clenched glove hands into fists.

A smirk formed on his lips as he played with his helmet. "You know I knew your dad Parker, he was a great man. Always kept his promises"

It felt like I had been punched in the stomach as I exhaled sharply. How? How did he know?

"W-Who are you talking about?" I tried to keep my voice cool but it came out like a hiss. I groaned inwardly. So much for trying.

"Nice try Parker" He rolled his eyes.

I huffed and glared at him through my mask. "How do you know?"

He knew my dad. My dad Richard Parker.

"Buddy you might wanna sit down" said as he sat down on the roof of the skyscraper his feet dangling in the air. He placed his helmet beside him on the ground and motioned for me to follow him.

I sat down beside him quietly and I kept my hands in my lap as I waited. I concentrated on taking deep breaths and not demand him for answers.

"Listen I am not this type of guy to give advice of any kind" stated quickly and I scoffed in response and shot me a look.

"Okay so I'm gonna make this quick. We are the good guys Spandex. I can't believe I'm saying this but Fury is not the bad guy here. He knows your identity, he knows your loved ones and he will not threaten their safety and neither will we." took a deep breath before continuing. "Fury is offering you the choice and we won't force you. We will keep your secret if you wish. Your identity will be safe in our hands and yeah he wants you to join the Avengers blah blah blah" Tony finished by rolling his eyes at his statement.

I stared at my gloved hands as I thought over it. I knew they were the good guys, they protected the Earth but I never wished to be a superhero. Never wished for this. I just wanted to be Peter parker. That normal guy who used to occasionally get bullied in high school but didn't mind. Now I have an amazing girl who loves me. I wasn't capable of defeating aliens. I was just someone who just protects New York, not the world.

_P is for punching bag._ I could hear Flash laughing behind my head as he shoved me against my locker and I shot him a small smile as I rubbed my bruised shoulder.

Being bullied was much better than this.

I just wanted to be Peter Parker.

"Uh buddy would ya hurry up? I'm almost falling asleep over here" complained and I rolled my eyes.

I took a deep breath before looking at Tony Stark. He had bags under his eyes and his face was a bit pale and he had wrinkles and his brown eyes had a slight fear in them. This was not Tony Stark. Tony Stark was a genius, playboy, billionaire with a big ego.

"Mr. Stark-" I began but I was promptly cut off by him.

"Nah nah no ..that was my dad, call me Tony or Stark..just not " Tony mumbled as he stared at the sky with an emotionless face.

"Okay..Tony with all due respect thank you for keeping my secret but I never wished to be a superhero Tony, I just protect New York, not the whole world. I don't think I'm capable for that" I sighed.

Tony chuckled. "We all never wanted this. This thing" He pointed at his arc reactor before continuing. "It's a terrible priveledge. I didn't want to be pulled into this mess or freak show you could call it, but I have the power so I should use it for good, it's a part of my life and I won't deny it"

I nodded in response as I stared at my web shooters. This was a part of my life now. I had to accept it.

_You're gonna make enemies. People will get hurt. Sometimes the people closest to you. _

_I closed my eyes shut as I thought of Gwen. Could I keep her protected if I join the Avengers? What will be the consequences? _

"I'm just a kid" I mumbled and Tony laughed.

"Your seventeen, about to graduate high school" Tony pointed out.

I ignored his comment and thought over his offer.

"Just give me some time, I'm not saying no but I need time. I need to think, get my mind straight because I know once I get in this, I can't back out." I mumbled as I took a deep breath.

Tony nodded and shot me a smile. "I get it, it's fine" He patted my shoulders and stood up.

"Keep the window open, I might visit anytime" I smirked underneath the mask and Tony grinned.

"I like your style kid and by the way your girlfriend is very pretty, don't break her heart. Bring her with you if you can." Tony winked at me and shot me a thumbs up and he put on his helmet.

"How did you-?" I asked but I was cut off.

"S.H.I.E.L.D"

" By the way I have a very nice offer for her so bring her with ya! Anyways nice knowing ya buddy!"

"Nice talking to you too, didn't you had this side" I shook hands with him and Tony chuckled. He had a firm grip and Iron Man shrugged in response.

I heard police sirens in the distance and sighed. I had the power, so I must take up the responsibility.

"Good luck kid" Tony said through his helmet and I nodded.

"Have a good day !" I called out as I shot a web line and swiftly swing away towards the police sirens. I hear a " It's midnight-HEY! Behind me and I smirked as I shot another web line.

* * *

**GWEN POV**

The first thing I realized was that I couldn't move and I bit back a groan and I slowly opened my eyes and looked around. I was in my bedroom and the sun still hadn't rised and I let my head fall against the pillow as I tried to sleep again.

My eyes shot up as I realized that something warm and heavy was draped around my waist and I felt warm breath on my neck which tickled. I took a deep breath and I blinked trying to clear the sleep from my eyes. I managed to turn my head slightly and found Peter fast asleep, his face nuzzled in my neck and his arm around my waist tightened slightly.

I let out a sigh in relief and smiled as I looked at the sleeping boy I loved so much. He looked so adorable with his eyes closed and all the stress and worry washed away from his face. His hair was messy as usual and he was shirtless. I blushed red and looked away. His other arm was touching my back.

_I locked the door before falling asleep._ I thought and I closed my eyes trying to fall back asleep but it was hard since peter was asleep behind me holding me tightly. I could feel Peter move slightly as he inhaled and his nose was between my neck and shoulders. I smiled as I felt his warm radiate from his body. His hot breath against my neck was very distracting and instead I decided to stare up at the ceiling.

I turned my head slightly to gaze at Peter but I found something on his shoulder and looked at for closer inspection. My eyes widened as I looked at the wound in detail. The blood around had dried off but the wound looks fresh. It was bullet wound.

I decided to wake Peter before I started hyperventilating.

"Peter"I whispered in a worried tone and I managed to twist my body so now my body was facing him. I touched his warm cheek. "peter" I whispered again but he let out a small groan and tightened his arm around me and I bit back a smile.

"Peter!" I said in a louder voice and I slightly shook his other shoulder in hopes of him waking up. Nothing, he was still softly snoring.

_Deep-sleeper. _I shook my head.

I decided to try one more thing before dragging him up. I touched his cheek again and leaned and closed the gap by pressing my lips on his. I gave him a soft kiss and Peter took a sharp breath and kissed me back and I smiled against his lips.

I pulled away and slowly and looked at Peter who was rubbing his eyes trying to clear the sleep out from his eyes.

"Hi" He whispered

"Hi" I whispered back and I kissed his jaw before sitting up.

He found me looking at his wound and he sheepishly rubbed the back of his neck. I sighed. "Wait here, I'm getting the first aid kit" I mumbled as I got up and quickly walked to the drawers and took the first aid kit box.

Peter leaned against the headboard and winced as I treated his shoulder. He took out the bullet wound before coming.

I could feel peter's gaze on me as I cleaned his wound. "You should have been more careful Peter" I mumbled as I cleaned.

"Mhmmm" Peter mumbled in response and winced slightly. I continued cleaning his wound and finished bandaging it before I looked up and found him staring at me.

"What?" I asked in a soft voice and Peter smiled.

"I-uh-y-your eyes are beautiful" Peter stammered and he blushed deep red. I bit back a smile and blushed avoiding peter's gaze.

"I-uh I think your eyes are very pretty too" I confessed and Peter chuckled under his breath.

"Please, my eyes are boring" Peter scoffed and I rolled my eyes at his response.

I leaned down and pecked his lips before walking off to the bathroom wash my hands. I returned back with a smile and sat on the edge of the bed.

Peter opened his mouth to say something but closed it and I raised my eyebrow at him. Peter leaned forward. "I-I-I met Tony uhh..Stark" Peter stammered and my eyes widened.

"THE Tony Stark?" I asked in an incredulous voice and Peter nodded. Tony Stark was one of the most famous people in New York plus he was an Avenger. He was known to be a big playboy and had a big ego. I could never imagine how the he joined with the Avengers but I had always dreamed to join Stark Industries. I breathed in and shot him a small smile at him.

"And he has a offer for you"

My breath caught in my throat and my eyes widened. A offer from Tony Stark? TONY FREAKING STARK! I was jumping up and down inside my head and I tried to keep my posture but I kept on squirming and fidgeting with my fingers as I contained my excitement.

"Oh" I managed to whisper and Peter chuckled at my expression and I shot him a playful glare and something clicked inside my head. How does Tony Stark know me? Tony Stark told Spider-man about me? That couldn't be possible unless…

They know.

"They know don't they?" I whispered in a soft voice. I clenched my fist and unclenched it as Peter nodded.

"But they will keep it a secret" Peter stated and I sighed in relief.

"How?"I asked in a soft voice as I played with the edges of my shirt. Peter shook his head in response.

"I should join Gwen. Shouldn't I? I mean I have the powers, so I should take up the responsibility to use it wisely." Peter asked with a sad look on his face.

"You should but that doesn't mean you should risk your life for others." I whispered as I stroked his warm cheek and peter softly smiled at me.

"I never wanted to be a superhero. I just wanted to be Peter Parker" He said sadly and I gazed into his eyes softly before wrapping my arms around him and pulling him into a soft hug. Peter kissed my hair softly and I smiled.

He pulled away after some time and kissed my fore head. "I love Spiderman but I love Peter Parker more" I confessed and Peter looked away from my gaze.

I turned around and looked at clock behind me. The numbers on the clock indicated that it was after 5 AM.

Peter sighed and groaned and I let out a chuckle as I ruffled his hair before he stood up.

"Ugh—I have to go, see ya in school. Have a big day tomorrow y'know." Peter smiled at me before putting on his shirt and hoodie and he grabbed his backpack and pecked my lips before climbing out the window and swinging away.

* * *

**NOBODY's POV**

Maxwell Dillion was a loner. An outcast you could say. Max swallowed back the tears and laid on his bed as he took deep breaths.

He didn't have anyone except his mother. His mother who forgot that today was his birthday.

His eyes darted from the ceiling towards the poster of Spider-man. Spider-man was his idol. An Idol he believed that could change the world and most importantly his life. Tomorrow was the day. The day he will see Spider-man.

He closed his eyes and drifted to sleep and for the first time in a long time he felt excited and happy.


End file.
